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Statutory disclosure document3697SHIFT Inc.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Absorption-Type Merger) (株式会社マスラボ)

株式会社SHIFT absorbed its wholly owned subsidiary, 株式会社マスラボ, in an absorption-type merger that took effect on 1 September 2026. 株式会社SHIFT assumed all rights and obligations, including the assets and liabilities of 株式会社マスラボ. No merger consideration was issued, and there was no increase in stated capital or capital reserves.

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Decision and Details

An absorption-type merger in which 株式会社マスラボ is the disappearing company and 株式会社SHIFT is the surviving company

Decision1 June 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (effective date; completed)
Going forwardRegistration of the changes under Article 921 of the Companies Act is scheduled for 1 September 2026
AmountMerger consideration: none issued; increase in stated capital and capital reserves: none
Quantity / scaleAll employees, assets, liabilities and other rights and obligations of 株式会社マスラボ assumed; 3,000 issued common shares of 株式会社マスラボ
Reason

Because 株式会社SHIFT is the ultimate parent company of 株式会社マスラボ; because the merger qualifies as a simplified merger

Impact on Business Performance

No circumstances that would currently impede 株式会社SHIFT's performance of its obligations are expected, and it has been determined that the obligations are expected to be performed.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which 株式会社マスラボ is the disappearing company and 株式会社SHIFT is the surviving company
Decision Date1 June 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 September 2026 (effective date; completed)
Period CoveredOn and after 1 September 2026 (after the effective date)
AmountMerger consideration: none issued; increase in stated capital and capital reserves: none
Quantity / scaleAll employees, assets, liabilities and other rights and obligations of 株式会社マスラボ assumed; 3,000 issued common shares of 株式会社マスラボ
Impact on Business PerformanceNo circumstances that would currently impede 株式会社SHIFT's performance of its obligations are expected, and it has been determined that the obligations are expected to be performed.
ReasonBecause 株式会社SHIFT is the ultimate parent company of 株式会社マスラボ; because the merger qualifies as a simplified merger
Governing RuleArticle 801, paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 789 of the Companies Act; Article 799 of the Companies Act; Article 921 of the Companies Act
Future plansRegistration of the changes under Article 921 of the Companies Act is scheduled for 1 September 2026
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

As 株式会社マスラボ is a wholly owned subsidiary of 株式会社SHIFT, the merger was conducted as a simplified merger without issuing merger consideration.

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Statutory Post-Transaction Disclosure Document (Absorption-Type Merger) (株式会社マスラボ) | SHIFT Inc. (3697) timely disclosure | Komori